Terms of Service
Last Updated On 01-May-2023
Effective Date 01-May-2023
These Terms cover how we work together. They apply whenever you sign a Project Annex or Campaign Annex that points to them. The Annex is the short document you actually sign; these Terms are the framework behind it. Plain-English summaries appear in italics — they’re for readability, the clauses are what govern.
1. The basics
By signing an Annex that references these Terms, you (“you”, the “Client”) agree to them. We are VERSABILIS INTERNATIONAL LLC (“Versãbilis”, “we”, “us”, the “Agency”).
Each Annex is its own one-off engagement. These Terms set the general rules; your Annex can set specific commercial terms for that job. If an Annex and these Terms ever conflict, the Annex wins — but only on the specific points it actually covers. Everything else stays governed by these Terms. For an Annex to override a core protection of these Terms — liability and its cap, ownership and IP, data protection, or governing law and disputes — it has to say so expressly and specifically; a general or commercial term in an Annex doesn’t displace these by implication.
We work with businesses, not consumers. By signing, you confirm you’re a registered business hiring us for a specific, independent project.
In short: you sign a short Annex, these Terms fill in the rest, and the Annex only overrides us on what it explicitly says.
2. How we work together
We’re independent contractors, not your employee, partner, joint venturer, or agent. We keep full control over our own methods, tools, schedule, equipment, and personnel; we may work for other clients, may decline projects, and have no obligation to be continuously available.
You don’t control our day-to-day work or methods, don’t provide us benefits, equipment, or workspace, and don’t withhold taxes on our fees.
We engage with you for specific projects only, and each side is solely responsible for its own tax, social-security, and regulatory obligations.
Nothing here is tax, legal, or regulatory advice.
We can bring in subcontractors at our discretion — we stay responsible for the result and keep them under the same confidentiality and identity obligations.
Whoever performs the work, the contracting party with you is always VERSABILIS INTERNATIONAL LLC; our subcontractors take on no direct obligation to you, and you take on none to them.
Our engagements are one-off and non-recurring. There’s no standing relationship, no minimum frequency, and no obligation to be continuously available between projects. Gaps between engagements are completely normal and aren’t a breach.
In short: each project stands alone. We’re an independent contractor you hire job by job — you don’t employ us or withhold our taxes — and we can use subcontractors, but your deal is always with VERSABILIS INTERNATIONAL LLC.
3. What we do — and how fees work
We build, deploy, and optimize digital infrastructure and systems. We don’t sell, negotiate, or close deals with your customers, and we take no part in your sales process. If a sale needs a human to close it, that’s you. We have no authority to negotiate or conclude contracts in your name, and this is not a commercial-agency, representation, or distribution relationship. Any variable fee is remuneration for technical services, not an agent’s commission.
Fixed fees are set in your Annex.
Variable fees (where your Annex has them) are calculated on what our infrastructure produces — for example, the volume and technical quality of the Qualified Leads it captures (a per-lead fee) — or on the advertising budget we configure and manage for you (a management fee on your media spend). Your Annex can use a fixed fee, either type of variable fee, or any combination of them. None of these is ever calculated on, or dependent on, your sales or revenue. A variable fee is not a sales commission, a revenue share, a brokerage fee, or payment for intermediation; it is consideration for the performance of our infrastructure, earned independently of whether, when, or for how much any sale closes.
Waived setup: we may skip upfront setup fees and instead carry the technical and operational risk of the build, which is reflected in the variable fee.
In short: you pay a fixed fee, a performance fee for what our systems produce, or any mix of them — never a cut of your sales. We don’t work on commission, we don’t touch your sales, and we’re not your commercial agent.
4. Payments and taxes
Your Annex sets the amounts and schedule. Unless it (or the invoice) says otherwise, invoices are due within 15 days of receipt by bank transfer. For variable fees, we may issue the invoice up to 12 months after the relevant output is recorded, so we can weigh all factors first; the payment clock starts when we send it. Late payments accrue interest at the higher of 1% per month or the maximum the law allows, and we can pause work on 5 business days’ notice for unpaid invoices.
Currency and bank charges. Invoices are issued and paid in the currency stated in your Annex. Currency conversion, exchange-rate fluctuation, and any international or intermediary bank charges are your responsibility; the amount we receive must equal the invoiced amount net of any such charges.
Verifying variable-fee output. Where your Annex provides for a variable fee, you give us the access to your CRM and tracking systems we need to verify the output our deployed systems produced (for example, the Qualified Leads captured and their Quality Score). This access is limited to that purpose. Because we may invoice variable fees up to 12 months after the output is recorded, this verification access survives until all variable fees for the engagement have been invoiced and settled. If you withdraw or fail to provide that access before then, the output recorded by our systems as of the date access ends is taken as final and binding for calculating the fee.
Taxes. Where we are not established for indirect-tax purposes in your jurisdiction, we invoice cross-border B2B digital services without local VAT/GST and you self-assess under the reverse charge where your law requires. Our prices are net to us: if your law requires you to withhold any amount, you gross up so we still receive the invoiced amount in full, and you provide official documentation of any amount withheld. You’re responsible for your own tax determinations and compliance; we’re responsible for ours.
WE DISCLAIM ALL LIABILITY RELATED TO TAX COMPLIANCE.
In short: pay within 15 days. We may bill performance fees later, and you keep our access to verify them until they’re settled. You cover currency and bank charges, and you handle your own VAT and any withholding.
5. What’s included — and what isn’t
Third-party tools and costs. Third-party subscriptions and costs (ad spend, software, hosting, APIs) are contracted under your name and payment method and are your responsibility, unless your Annex says otherwise.
We deliver everything “as is” and “as available”, and we don’t promise specific commercial results.
We set up systems on third-party platforms (Meta, Zapier, n8n, CRMs, etc.). Once they’re live, those platforms are out of our hands — we’re not liable for bugs after you accept the work, outages, algorithm changes, account suspensions, data loss, or third-party delays.
No ongoing maintenance. We don’t provide continuous monitoring or maintenance. After the acceptance period, any support, bug-fixing, or structural change needs a new Annex with its own fees. A short post-delivery fix window (genuine fixes only, not edits or additions) is defined in your Annex.
Your cooperation and delays. Timely delivery depends on your timely cooperation. If you delay providing required data, approvals, access, or credentials beyond the threshold set in your Annex — or third-party complications arise — we may, at our discretion, pause and reschedule the timeline defined in your Annex.
In short: you pay the platforms directly, we don’t babysit systems after handover, new work means a new Annex, and if you hold us up we can reschedule.
6. Who owns what
What’s ours. Anything registered under our name is ours — funnels, landing pages, forms, workflows, and advertising assets (Meta Business Manager, pixels, ad accounts) set up under our accounts. That’s separate from third-party tools we register under your name, and from platforms already yours (your hosting, WordPress), which stay yours throughout. Our methodologies, frameworks, know-how, campaign structures, and technical configurations remain ours, and we may reuse and adapt them across engagements for other clients; what stays yours is your own data and the specific deliverables your Annex marks as transferable, once paid.
What transfers, and when. Only the deliverables your Annex marks as transferable become yours, and only once you’ve paid that Annex in full; until then they stay ours and you can’t use them commercially. Your Annex’s Asset Disposition — not this Section alone — governs what changes hands.
Platform limits. What can be transferred is capped by each platform. Some assets aren’t transferable (e.g. an ad account inside our Business Manager); for those, where your Annex allows, we may share pixels or audiences via partner access, subject to the platform’s rules (a pixel can expire if unused). Handing over an asset (e.g. an n8n/Zapier export or a landing-page file) does not include installing or configuring it in your environment — that’s separate work under a new Annex.
Refunds: where an Annex expressly grants you a refund right, exercising it means the engagement is not completed — no handover, nothing transfers, and anything already shared must stop being used. A refund and a transfer can’t both happen. Absent an express refund right in your Annex, fees are non-refundable once the corresponding work has begun.
In short: what’s in our name stays ours; only what your Annex marks transferable becomes yours once paid; platforms cap what’s possible; installing transferred assets is separate work.
7. Confidentiality, identity, and data
We each protect the other’s confidential information as we would our own and use it only for the work.
On our side, this means we treat your business data, credentials, customer and lead data, payment-gateway configurations, and the like with strict confidentiality, using them only to perform the engagement and protecting them with reasonable security measures.
Identity protection: you won’t tag, name, or reference our staff, founders, or contractors without our written consent. If confidential information is disclosed without permission, the other party can pause work and end any active Annex — without giving up money already owed.
Credentials and data roles. When platforms are under your accounts, securing those logins is on you — we’re not liable for breaches or unauthorized access from compromised credentials — and you let us access and monitor them as needed to do or enforce the work. During the build we act as data processor on your instructions and you’re the controller of your customer and lead data; once systems are live and handed over, you’re fully in control. When a platform is under our name, our data obligations follow our Privacy Policy (https://versabilisdigital.com/privacy) and DPA where one applies. We’re not liable for breaches or workflow side effects after acceptance.
In short: keep your logins safe, don’t out our team, and you own and control your data.
8. Your responsibilities (lawful use)
You’re responsible for how you use what we build. That includes making sure you have permission to contact the databases and audiences your campaigns reach (consent, anti-spam, and data-protection rules), that what you sell and the claims you make about it are legal, and that you handle your own invoicing and taxes to your own customers correctly. None of that is our responsibility.
In short: the tools are ours to build; how you use them, and who you contact and sell to, is on you.
9. Indemnity
You’ll defend us and cover any costs, claims, or damages that come from your use of the systems, your products or services, your advertising claims, or your handling of customer or lead data. This includes any tax, accounting, or regulatory matter arising from how you operate or configure your business — for example, how you charge, collect, or remit taxes through payment systems we set up, such as Stripe.
You’re solely responsible for your own tax and legal compliance, even where we implemented a configuration at your request. It also includes any claim that re-characterizes our relationship as employment, partnership, or commercial agency, or that re-classifies our staff or subcontractors as your workers, where that claim arises from how you engage with or describe us.
We’re not required to take part in your tax, accounting, or regulatory proceedings unless valid legal process compels us. If we are compelled, you reimburse the costs and our time involved. In any such matter, you refer to us by our business name only and give us prior notice where you’re permitted to.
In short: if someone comes after us because of something on your side, you’ve got it — including tax matters and any claim that we were really your employee or agent.
10. Suspension, termination, and what survives
Suspension: we can pause work for unpaid invoices (Section 4). Pausing doesn’t waive our right to later terminate or to be paid, and we may restrict access to in-progress work while paused.
Termination: either side can end an active Annex with 30 days’ written notice, or immediately for a material breach, an unauthorized disclosure, the other party’s insolvency or bankruptcy, or fraud. On termination, everything invoiced or accrued for work done becomes due right away.
What survives: fees for output our systems have already generated as of the termination date stay payable, as set out in your Annex. Termination doesn’t create any fee for output generated after that date. Sections 6, 7, 8, 9, 11, 13, 14, and 16, plus any money owed, survive termination.
In short: we can pause for non-payment and either side can exit with notice — and either side can exit immediately for serious breach, insolvency, or fraud. You still pay for what’s already been done.
11. Liability cap
To the maximum the law allows, our total liability for any engagement won’t exceed the fees you actually paid under that Annex. We’re not liable for indirect, incidental, punitive, or consequential damages, including lost profits.
These limits don’t apply to liability that can’t be limited or excluded under applicable law — for example, our own fraud or willful misconduct, or liability under mandatory data-protection law. Where such liability applies, it stands on its own terms; the rest of this cap continues to apply to everything else.
In short: the most we’re on the hook for is what you paid for that job — except for the few things the law won’t let us cap, like our own fraud or data-protection liability.
12. Things outside anyone’s control
Neither side is liable for delays or failures caused by events beyond reasonable control — platform outages or policy changes, internet or infrastructure failures, government acts, and similar. We’ll let you know promptly and timelines shift to match.
If an event like this prevents performance for more than 60 consecutive days, either side may terminate the affected Annex on 10 days’ written notice. On such termination, you pay for work already done and output already generated up to that point, and nothing further is owed on either side for the unperformed part.
In short: stuff happens that nobody controls — deadlines move and nobody’s penalized; but if it drags on past 60 days, either of us can walk away from that job, paying only for what was already done.
13. No poaching
While we’re working together and for 12 months after, you won’t directly hire or try to recruit our staff or contractors without our written consent.
14. Time limit on claims
Any claim relating to an engagement must be notified to us in writing within 3 months of acceptance. If you don’t give us timely notice, you waive the claim to the maximum extent applicable law allows. This window doesn’t apply to claims under mandatory data-protection law, or to fraud or willful misconduct, and it’s separate from the short post-delivery fix window in your Annex.
In short: if something’s wrong, tell us in writing within 3 months — after that it’s generally too late, except for the few things the law won’t let us time-bar.
15. Transfers
You can’t transfer or assign your Annex to anyone else — not even if your company is sold or changes hands — without our written consent. We can assign our Terms and Annexes (for example, if we move the business into another entity).
In short: the deal is with you specifically; you can’t hand it off, we can.
16. Governing law and disputes
These Terms and any Annex are governed by the laws of the State of New Mexico, USA, ignoring its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
We’ll try to sort out any dispute through good-faith talks for 30 days first. Anything unresolved goes to the courts of Albuquerque, New Mexico — except that, just to collect unpaid invoices, we may instead go to the courts where you’re based (because that’s where collection actually works). An Annex can alternatively send disputes to binding arbitration.
Data-protection matters are the exception to this section: they’re governed by the law and dispute terms set out in our DPA, which prevail over this section for those matters.
In short: New Mexico law and Albuquerque courts, except we can chase unpaid invoices where you are — and data-protection matters follow the DPA instead.
17. Language
These Terms are written in English, and the English version controls. If you’d like a translation, just ask and we’ll provide one for reference.
18. General
These Terms plus your signed Annex are the whole agreement between us on the engagement, replacing earlier discussions. If any part is found unenforceable, the rest still stands. The version of these Terms that applies is the one in effect on the date you sign your Annex. Official notices (onboarding, delivery, acceptance, termination) are given by email to the addresses the parties use for the engagement.
Glossary
Onboarding Phase — the prep period (usually up to 14 days) where you give us the access and brand assets we need to start building.
Delivery Timeline — the build timeframe in your Annex. It doesn’t start until onboarding is done and your first payment clears.
Qualified Lead — a discrete data entry captured, processed, or routed into your infrastructure by the systems we deploy. Where we’re paid for lead generation, we’re paid for this technical capture output and its quality — separately from whatever you go on to do commercially with that data.
Variable Service Fee — a fee calculated from what the systems we deploy and run produce — for example, the volume and technical quality of Qualified Leads captured (a per-lead fee), or the advertising budget we manage for you (a management fee on your media spend) — at the rate set in your Annex. It’s consideration for our infrastructure’s performance, earned independently of any sale and never calculated on your sales or revenue; not a sales commission, revenue share, or intermediation fee.
Attribution Window — the period set in your Annex during which Qualified Leads (or other system output) captured through our systems count toward the Variable Service Fee.
Change Request — any feature, workflow, integration, or structural change that isn’t in your Annex’s scope. Change Requests need a new Annex with their own fees.